TeleNav 2011 Annual Report Download - page 132

7.2 Landlord’s Obligations .
7.2.1 Landlord shall maintain, repair and replace the following items (together with the work to be performed by Landlord
under S ections 1.1.2, 7.1.4 , 7.1.5 , or 7.2 , and Articles 11 , 13 , or 25 herein the “ Landlord’s Repair Obligations ”): (a) the non-
structural
portions of the roofs of the Buildings, including the roof coverings in a water-
tight condition, and otherwise reasonably consistent with
Comparable Buildings; (b) the Exterior Areas of the Project, including, without limitation, the Parking Facilities, pavement, landscaping,
sprinkler systems, sidewalks, driveways, curbs, lighting systems and other facilities, systems, equipment and improvements in or serving the
Exterior Areas in a condition reasonably consistent with the exterior areas surrounding Comparable Buildings, and (c) routine repair and
maintenance of the load bearing and exterior walls of the Buildings, including, without limitation, any painting, sealing, patching and
waterproofing of such walls, in a condition reasonably consistent with Comparable Buildings.
7.2.2 Landlord, at its own cost and expense (except as expressly provided in this Lease to the contrary, including in
Section 4.2.2 and Section 7.2.3
), agrees to repair and maintain the structural portions of the roof (specifically excluding the roof coverings), the
foundation, the footings, the floor slab and the load bearing walls and exterior walls of the Buildings (excluding any glass and any routine
maintenance, such as painting, sealing, patching and waterproofing of such walls, which maintenance work shall be included in Landlord’
s
Repair Obligations and recoverable as a Direct Expense) (collectively, the “ Base Building ”)
in a condition reasonably consistent with
Comparable Buildings.
7.2.3 Notwithstanding Section 10.5
below, to the extent any such maintenance, repair or replacement described in this
Section 7.2
is made necessary by the negligence or willful misconduct of Tenant or any Tenant Party, Tenant shall pay to Landlord the
reasonable cost of such work, including a percentage of the cost thereof (not to exceed 10%) sufficient to reimburse Landlord for all overhead,
general conditions, fees and other costs or expenses arising from Landlord’
s involvement with such repairs and replacements, directly (and not
as a Direct Expense) within ten (10) days after receipt of an invoice therefor; provided, however, that, if such work is covered by Landlord’
s
insurance (or the insurance required to be carried by Landlord hereunder), Tenant shall only be obligated to pay any deductible in connection
therewith.
7.3 Waiver .
Tenant hereby waives any rights under subsection 1 of Section 1932 and Sections 1941 and 1942 of the California
Civil Code or under any similar Law.
ARTICLE 8
ADDITIONS AND ALTERATIONS
8.1 Landlord’s Consent to Alterations
. Except for the Tenant Improvements (which shall be governed by the terms of the
Tenant Work Letter), Tenant may not make any improvements, alterations, additions or changes to the Premises or to any mechanical, plumbing
or HVAC facilities or other systems serving the Premises (collectively, “ Alterations ”) without Landlord’
s prior written consent, which consent
shall be requested by Tenant not less than 30 days before commencement of work (except in the event of an emergency, in which case Tenant
shall provide such advance notice of the need for the Alteration as is reasonable under the circumstances). Such Landlord consent shall not be
unreasonably withheld, conditioned, or delayed, provided that it shall be deemed reasonable for Landlord to withhold its consent to any
Alteration that would materially and adversely affect the Base Building or any Building Systems (“ Adverse Alterations ”).
Notwithstanding the
foregoing and any provisions of Section 8.1 to the contrary, Tenant shall be permitted to make interior, cosmetic or decorative, non-
structural
Alterations without Landlord’
s prior consent, provided that such Alterations (a) cost less than Two Hundred Thousand Dollars ($200,000.00) per
project in any one Building, nor, in the case of any multi-
Building project, more than Five Hundred Thousand Dollars ($500,000.00) in the
aggregate, (b) do not constitute Adverse Alterations hereunder, and (c) prior to commencing any such Alterations, Tenant provides Landlord
with not less than ten (10) business days’ prior written notice thereof and a copy of any governmental permits required for such Alterations (“
Minor Alterations ”).
8.2 Manner of Construction
. Landlord may impose reasonable conditions to its consent to any Alteration. Without limiting the
foregoing, before commencing any Alteration (other than a Minor Alteration), Tenant shall deliver to Landlord, and obtain Landlord’
s written
approval of, each of the following items (to the extent applicable): plans and specifications (including any changes thereto); names of
contractors, and, if requested by Landlord, the names of material subcontractors, mechanics, laborers and materialmen; required building
permits; and evidence of the insurance required under Section 8.4
below. Tenant shall perform any Alteration in a good and workmanlike
manner, using materials of a quality reasonably approved by Landlord or comparable to existing improvements, and in conformance with all
applicable Laws and the National Electrical Code and Landlord’s contractor’s rules and regulations attached hereto as Exhibit B-3 (“
Landlord’s Construction Rules ”). Without limiting the foregoing, if, as a result of Tenant’
s performance of any Alteration, Landlord becomes
required under
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